Terrestrial Energy Director Kathryn McCarthy Receives 2,049 Restricted Stock Units

Director Equity Award Granted Under Company Incentive Plan

Kathryn Ann McCarthy, who serves as a director of Terrestrial Energy Inc., received an equity grant consisting of 2,049 restricted stock units on July 23, 2026. The disclosure indicates that the units were granted pursuant to the company's 2025 Equity Incentive Plan, a formal equity compensation framework established to provide incentives to eligible participants including board members and employees. McCarthy's address on file with the company is listed as the corporate headquarters location in Charlotte, North Carolina.

The restricted stock units represent contingent rights to acquire shares of the company's common stock. Each unit carries a conversion value of one share of common stock, with no exercise price required upon vesting. This structure is common among equity-based compensation arrangements for directors, as it aligns leadership interests with shareholder value without imposing upfront capital requirements on recipients.

Vesting Schedule and Continued Service Requirements

The restricted stock units granted to McCarthy are scheduled to vest in their entirety on December 31, 2026, a vesting date approximately five months from the grant date of July 23, 2026. The disclosure specifies that vesting is contingent upon McCarthy's continued service as a director through the vesting date. This service condition is standard in board compensation practices and ensures that equity benefits are tied to ongoing board participation and commitment.

Following the vesting date, the units will convert into shares of common stock, at which point McCarthy will hold the underlying common stock directly. The disclosure shows that following the grant transaction, McCarthy beneficially owns 2,049 shares underlying the restricted stock units, held in direct form with no indirect beneficial ownership indicated.

Beneficial Ownership Status and Direct Holdings

The filing indicates that McCarthy holds the restricted stock units in direct beneficial ownership form, meaning she has direct control and beneficial interest in the securities without any intervening entities or arrangements. This direct ownership structure is typical for director compensation grants and provides clear transparency regarding board member equity stakes in the company. The disclosure does not reference any indirect beneficial ownership through trusts, family entities, or other arrangements.

As of the filing date, McCarthy's total beneficial ownership position in Terrestrial Energy Inc. consists of the 2,049 restricted stock units representing contingent rights to acquire common stock. The filing does not indicate whether McCarthy holds any other securities in the company prior to or following this transaction.

Terrestrial Energy Inc. Equity Incentive Framework

The 2025 Equity Incentive Plan referenced in the disclosure is the formal framework under which Terrestrial Energy Inc. grants equity-based compensation to eligible recipients. This plan was established to provide flexible mechanisms for equity awards including restricted stock units, stock options, and other equity instruments. Director equity grants under such plans are common in the public company context as a method of board compensation and retention.

The use of restricted stock units as a component of director compensation aligns director interests with long-term shareholder value creation by providing equity exposure without immediate voting rights transfer until vesting and conversion occur. The plan structure allows the company to tailor vesting schedules and service conditions based on governance and retention objectives.

Transaction Details and Reporting Requirements

The transaction was reported in the regulatory filing with an earliest transaction date of July 23, 2026, with the form filed on July 27, 2026. The filing was signed on behalf of McCarthy by Brian Thrasher, identified as attorney-in-fact, indicating that legal counsel executed the filing document on her behalf. This is a standard practice in insider transaction reporting.

The disclosure categorizes the transaction as an acquisition of non-derivative securities, with the restricted stock units classified as derivative securities for reporting purposes because they represent contingent conversion rights to common stock. The filing includes no deemed execution date, indicating a standard grant transaction without delayed execution mechanics or complex timing provisions.

Regulatory Filing Compliance and Director Status

The filing explicitly identifies McCarthy as a director of Terrestrial Energy Inc. through the relationship checkbox marked on the form. The filing confirms that McCarthy is subject to Section 16 reporting obligations as an officer or director of a public company, requiring disclosure of equity transactions and beneficial ownership positions. The reporting person's status as a director makes her an "insider" under securities law, subject to trading restrictions and disclosure requirements.

The form does not indicate that McCarthy is a 10% beneficial owner of the company or holds executive officer positions. Her reporting obligation derives solely from her status as a director of the issuer, a role that automatically triggers Section 16 compliance requirements regardless of direct equity ownership percentage.

No Exercise Price Attributed to Restricted Stock Units

The disclosure shows that the restricted stock units carry no exercise price in the conversion mechanism. This means that upon vesting on December 31, 2026, the units will convert to common stock shares without any monetary payment or exercise requirement from McCarthy. The zero exercise price structure is typical for restricted stock unit grants, which differ from stock options that require exercise at specified strike prices.

The absence of an exercise price simplifies the economics of the award and provides direct equity participation without requiring the recipient to fund an acquisition at vesting. This structure is commonly used for director compensation to provide straightforward equity benefits while minimizing administrative complexity at vesting.

Settlement and Future Stockholder Status

Upon vesting on December 31, 2026, the 2,049 restricted stock units will settle into 2,049 shares of Terrestrial Energy Inc. common stock. At that point, McCarthy will transition from holding contingent rights via restricted stock units to holding actual equity securities with full shareholder voting and economic rights. This transition typically occurs automatically without additional action required from the director.

The settlement and conversion process is administered through the company's transfer agent and equity plan administrator. Investors and stakeholders may monitor subsequent filings to track changes in insider beneficial ownership positions following the vesting date in the latter half of 2026.

Investment Implications for Shareholders and Market Observers

The equity grant to McCarthy reflects the company's ongoing commitment to director compensation and board retention strategies. Director equity grants are generally viewed as a mechanism to align board member interests with shareholder outcomes over time. However, the immediate share price impact was not clear from available public information, and the magnitude of this single director award is modest relative to overall company capitalization and typical trading volumes.

Investors tracking insider transactions may view director equity grants as positive signals regarding board confidence in the company's long-term prospects, though such grants are standard corporate practice rather than exceptional events. The grant does not indicate material changes in board composition, strategic direction, or company operations. Shareholders and market participants may continue monitoring for additional insider activity or company announcements that could provide broader context regarding management outlook and strategic positioning.